SEC Form 4 · accession 0001209191-15-055494

Workday, Inc. · WDAY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James Bozzini

Officer — Senior Vice President

Period of report

Jun 18, 2015

Accepted (ET)

Jun 22, 2015 · 7:38 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001327811

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Jun 18, 2015	M	6,250	$1.00	A	159,587	D
Class A Common Stock^F3,F1	Jun 18, 2015	S	5,300	$79.8802	D	154,287	D
Class A Common Stock^F4,F1	Jun 18, 2015	S	950	$80.3668	D	153,337	D
Class A Common Stock^F1	Jun 19, 2015	M	6,250	$1.00	A	159,587	D
Class A Common Stock^F5,F1	Jun 19, 2015	S	6,250	$79.8249	D	153,337	D
Class A Common Stock	holding	—	—		—	83,595	I	By Bozzini Revocable Trust dtd 5/10/2004
Class A Common Stock	holding	—	—		—	11,077	I	By The Bozzini Irrevocable Trust dtd 4/12/2012
Class A Common Stock	holding	—	—		—	11,077	I	By The Bozzini Irrevocable Trust dtd 4/12/2012
Class A Common Stock	holding	—	—		—	11,077	I	By The Bozzini Irrevocable Trust dtd 4/12/2012

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F6	$1.00	Jun 18, 2015	M	6,250	D	—	Jul 28, 2020	Class A Common Stock	6,250	25,750	D
Stock Option (right to buy)^F6	$1.00	Jun 19, 2015	M	6,250	D	—	Jul 28, 2020	Class A Common Stock	6,250	19,500	D
Stock Option (right to buy)^F7	$0.50	holding	—	—	—	—	Mar 15, 2019	Class A Common Stock	40,000	40,000	D
Stock Option (right to buy)^F8	$0.65	holding	—	—	—	—	Dec 17, 2019	Class A Common Stock	200	200	D
Stock Option (right to buy)^F9	$2.30	holding	—	—	—	—	Feb 18, 2021	Class A Common Stock	200,000	200,000	D
Stock Option (right to buy)^F10	$7.05	holding	—	—	—	—	May 4, 2022	Class A Common Stock	50,000	50,000	D

Explanation of responses

F1Includes 152,612 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, of which i) 59,628 RSUs will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 46,492 RSUs will vest in eight (8) quarterly installments beginning 07/15/2016, and iii) 46,492 RSUs will vest as follows: 25% of the total number of units will vest on 04/15/2016 and 6.25% of the total number of units will vest as the Reporting Person completes each 3-month period of continuous service thereafter, in each case subject to the Reporting Person's continued employment with the Issuer on the applicable vesting dates.
F10The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of the Reporting Person's termination for any reason.
F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2014.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $79.3000 to $80.2999, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $80.3000 to $81.2999, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $79.6200 to $80.6199, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
F6The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of the Reporting Person's termination for any reason.
F7This stock option grant became fully vested on January 1, 2014.
F8The stock option grant became fully vested on December 18, 2009.
F9The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of the Reporting Person's termination for any reason.